TERMS OF SERVICE
Welcome to Whoseyourlandlord. wyl.co is a website (the “Website”) owned and operated by Whoseyourlandlord, Inc., (the “Company”), a corporation organized and existing under the laws of the State of Delaware with a physical address of 1 Seneca St., Buffalo, NY 14210.
THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS AS DETAILED IN SECTIONS X AND XII, BELOW.
YOU ARE HEREBY, AFTER USAGE OF SAID WEBSITE, ENTERING INTO AND AGREEING TO BE BOUND BY THESE TERMS.
INTELLECTUAL PROPERTYThe Website and its content, including the web-based apps commonly referred to as Leave a Review, Find an Apartment of Landlord, WYL Blog, Fill Out Your Resident Profile, Claim Your Profile, Respond to Reviews, List an Apartment, Search and/or Accounts and all functionality related incidentally and/or indirectly thereto, (including those web services for which we may specifically provide a separate customer agreement) and any derivative works or enhancements of the same, including, but not limited to, all text, illustrations, files, images, software, scripts, graphics, photos, sounds, music, videos, information, content, materials, products, services, URLs, technology, documentation, and interactive features (collectively, the “Features”) and all intellectual property rights to the same are owned by Whoseyourlandlord, Inc., d/b/a WYL, wyl.co and/or Whoseyourlandlord, our licensors, or both (collectively, “WYL”). Additionally, all trademarks, service marks, trade names and trade dress that may appear on the Website are owned by us, our licensors, or both. Except for the limited use rights granted to you in these Terms, you shall not acquire any right, title or interest in the Website or any Features. Any rights not expressly granted in these Terms are expressly reserved.
HOME PROVIDER USERS
- Through the Features and/or execution of the Company’s Master Services Agreement, you may be able to become a member of a certain class of user that may allow access to and/or use of some features of the Features for purposes of creating, monitoring, managing and/or organizing information related to reviews, and/or the creation of a profile. Such users shall be referred to as “Home Providers.”
- In order for Home Providers to access and/or use some features of the Website and/or Features, a Home Provider must become a registered user. If you are under the age of thirteen (13), then you are not permitted to register as a user, a Home Provider or otherwise submit personal information to this Website. You hereby certify and hold the Company harmless that your participation in and access of this Website, or in any way your usage of the Company’s services, that you are eighteen (18) years of age, or older and/or older than thirteen (13) years of age with parental or guardian consent.
- To become a registered Home Provider, you shall provide true, accurate and complete registration information and, if such information changes, you will promptly update the relevant registration information. During registration, you will create a user name and password, and input identifying information, variably including your functioning phone number, email, company information, billing information and possibly credit/debit card information, which may permit you access to certain areas of the Website not available to non-registered users (an “Account”). If a Home Provider executes the Company’s SAAS and/or Master Services Agreement (“MSA”) (or anything equivalent or similar), then that Agreement shall be hereby incorporated herein and shall prevail in the case of conflict with terms herein. You are responsible for safeguarding and maintaining the confidentiality of your Account. You are solely responsible for the activity that occurs under your Account, whether or not you have authorized the activity. You agree to promptly provide us with detailed written notice thereof to Whoseyourlandlord, Inc. , ATTN: LEGAL, 1 Seneca St., Buffalo, NY 14210 and firstname.lastname@example.org of any breach of security or unauthorized use of your Account. There shall be no initial setup fee assessed against Home Providers due to WYL for the registration of a novel Account.
- Properties and/or Residents.Registered Home Providers may through an Account create subaccounts called properties. Each property may represent a physical real estate property offered to other Users for rent by the registered Home Provider. The registered Home Provider shall enter identifying information about the property.
- Home Provider Dashboard.Registered Home Providers may through an Account organize and monitor specific classes of information related to its property management and/or residents. Home Provider expressly represents and warrants that it has obtained—prior to submission— consent for the Company to contact any resident and/or other contact from any resident and/or any other contact whose information is submitted to the Website By submitting such content to the Company, Home Provider grants to the Company an irrevocable, and transferable license of the maximum term permitted by law to copy, distribute, reproduce, perform, display and/or use without limitation the such content including the contact information of resident(s) in any manner as within the Company’s, including its successors’ in interest, assigns, affiliates, partners’, sole discretion.
- Through the Features, you may be able to become a member of a certain class of user that may be allowed access to and/or use some of the Features for purposes of viewing, managing and/or organizing information related to your rental property, including ratings of certain aspects of a landlord or Home Provider who owns and/or manages your rental property. As such, you will be a “Resident User.” If you are under the age of thirteen (13), then you are not permitted to register as a user, a Resident User or otherwise submit personal information to this Website. You hereby certify and hold the Company harmless that your participation in and access of this Website, or in any way your usage of the Company’s services, that you are eighteen (18) years of age, or older and/or older than thirteen (13) years of age with parental or guardian consent.
- Resident Access. Registered Resident Users may through an Account view information related to their rental property, Blogs, view and/or generate ratings of a landlord or Home Provider who owns and/or manages your rental property and/or generate a Resident Profile.
CONTENT GENERATED BY REGISTERED USERS
- You shall not submit any User Content that violates any copyright, trademark, patent, trade secret, moral right, or other intellectual property, personal, contractual, proprietary or other third party right without the express permission of the owner of the respective right. YOU ARE SOLELY LIABLE FOR ANY DAMAGE RESULTING FROM YOUR FAILURE TO OBTAIN SUCH PERMISSION OR FROM ANY OTHER HARM RESULTING FROM USER CONTENT THAT YOU SUBMIT.
- You represent, warrant, and covenant that you will not submit any User Content that:
- Violates or infringes in any way upon the rights of others, including, but not limited to, any copyright, trademark, patent, trade secret, moral right, or other intellectual property, personal, contractual, proprietary or other third party right of any person or entity;
- Impersonates another or is unlawful, threatening, abusive, harassing, libelous, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, pornographic, lewd, lascivious, filthy, excessively violent, harassing or otherwise objectionable;
- Encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law;
- Is an advertisement for goods or services (without WYL's express written permission);
- Unnecessarily includes personal information;
- Contains a formula, instruction, or advice that could cause harm or injury;
- Is a chain letter of any kind;
- The licensed use by us hereunder would result in us having any obligation or liability to any party; or
- Violates any of the exclusions to use set forth in Section V(B) below.
- Any conduct by a user that in our sole discretion restricts or inhibits any other user from using or enjoying the Website will not be permitted.
- WE RESERVE THE RIGHT TO DELETE, DISABLE OR OTHERWISE ELIMINATE FROM THE WEBSITE ANY USER CONTENT THAT WE DEEM VIOLATIVE OF THESE TERMS AND/OR ANY RULE OF LAW, REGULATION OR PROTOCOL, IN OUR SOLE DISCRETION.
- Dispute Resolution.We have the right, but not the obligation, to monitor all User Content. We have no obligation to post, maintain or otherwise make use of User Content and do not guarantee distribution of User Content. We may discontinue operation of the Website and/or Features and/or Services and/or User Content, or your use of the Website and/or Features and/or Services and/or User Content, in either case in whole or in part, in our sole discretion. You have no right to maintain or access your User Content on the Website and we have no obligation to return your User Content or otherwise make it available to you.
- Flagging Allegedly Violative Reviews. From time to time, a User may encounter a review that the User perceives as a breach of these Terms. This provision establishes WYL protocol with respect to flagging and then adjudicating such an alleged breach:
- Any User may flag any review that it believes in good faith to be in violation of these Terms;
- Upon triggering of the flag, the reporting User must indicate the basis for the flag, from among the following bases:
- Apparently defamatory
- Obsessive profanity
- Falsehoods expressed
- Lude photos or content present
- Violates on the of the bases in Paragraph IV(C), above
- Other _____________
- Upon submission of the foregoing, WYL shall be alerted by email;
- WYL shall review the flagged submission in a commercially reasonable timeframe and render a determination on the status of the review in question;
- Upon conclusion of any investigation and adjudication of the review at issue, WYL’s determination shall be forwarded by email to the User that submitted the flag;
- WYL’s decision is final; and
- BY FLAGGING A REVIEW AND SUBMITTING A COMPLAINT TO WYL VIA THIS PROCEDURE YOU ARE AGREEING TO INDEMNIFY AND HOLD WYL HARMLESS FOR ANY ALLEGED DAMAGES AND/OR CLAIMS ARISING FROM THE ALLEGED BREACH, WYL’S DETERMINATION AND/OR THE FLAGGED REVIEW. BY FLAGGING A REVIEW, YOU ARE ASSENTING TO WYL’S DETERMINATIVE PROCESS AND TO BE BOUND BY THE OUTCOME THEREOF. YOU AGREE THAT WYL’S DETERMINATION IS THE SOLE REMEDY AND BINDING AND RELEASES, WAIVES, AND HOLDS HARMLESS WYL FOR REVIEW AND/OR ALLEGED DAMAGES ARISING THEREFROM.
- The rights granted by you hereunder may not be terminated, revoked or rescinded and are not subject to reversion. If you become aware that User Content you have submitted includes any material for which you lack the unrestricted right to grant us the rights set forth above without obligations or liability to any party, You agree to promptly provide us with detailed written notice thereof to Whoseyourlandlord, Inc. , ATTN: LEGAL, 1 Seneca St., Buffalo, NY 14210 and email@example.com.
- We strive to keep User Content secure but cannot guarantee that we will be successful at doing so, given the nature of the Internet. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection, and backup of User Content. We strongly encourage you, where available and appropriate, to (a) use encryption technology to protect User Content from unauthorized access, (b) routinely archive User Content, and (c) keep your User Content or any software that you use or run with the Website and/or Features current with the latest security patches or updates. WE SHALL HAVE NO LIABILITY TO YOU FOR ANY UNAUTHORIZED ACCESS OR USE, CORRUPTION, DELETION, DESTRUCTION, OR LOSS OF ANY OF USER CONTENT.
- Feedback. In the event you elect, in connection with any of the Website and/or Features, to communicate to us suggestions for improvements to the Website and/or Features or to any other property of WYL, intellectual or otherwise, (collectively, “Feedback”), we shall own all right, title, and interest in and to the same, even if you have designated the Feedback as confidential, and we shall be entitled to use the Feedback without restriction. You hereby irrevocably assign all right, title, and interest in and to the Feedback to us and agree to provide us such assistance as we may require to document, perfect, and maintain our rights to the Feedback.
- Digital Communication.THE COMPANY IS NOT RESPONSIBLE FOR COMMUNICATION INITIATED BY USERS–WHETHER LANDLORDS OR RESIDENTS–THROUGH THE WEBSITE. DIGITAL COMMUNICATION MAY NOT BE A LEGALLY SUFFICIENT FORM OF COMMUNICATION FOR ANY REASON (E.G., 24 HOUR NOTICES, EVICTION NOTICES, MAINTENANCE REQUESTS) BETWEEN LANDLORDS AND/OR RESIDENTS. THE COMPANY WILL NOT BE HELD RESPONSIBLE FOR A RESIDENT OR LANDLORD NOT COMPLYING WITH ANY NOTICES POSTED DIGITALLY OR OTHERWISE.
The rights granted by You hereunder may not be terminated, revoked or rescinded and are not subject to reversion. If You become aware that User-Generated Content You have submitted includes any material for which You lack the unrestricted right to grant us the rights set forth above without obligations or liability to any party, You agree to promptly provide us with detailed written notice thereof to Whoseyourlandlord, Inc. , ATTN: LEGAL, 1 Seneca St., Buffalo, NY 14210 and firstname.lastname@example.org.
WEBSITE ACCESS AND USE
- When using the Website, you agree to comply with all applicable federal, state, and local laws including, without limitation, copyright law. Except as expressly permitted in these Terms, you may not use, reproduce, distribute, create derivative works based upon, publicly display, publicly perform, publish, transmit, or otherwise exploit Features for any purpose whatsoever without obtaining prior written consent from us or, in the case of third-party content, its respective owner. In certain instances, we may permit you to download or print Features or both. In such a case, you acknowledge that you do not acquire any ownership rights by downloading or printing Features.
- Except as expressly permitted in these Terms, you may not:
- Remove, alter, cover, or distort any copyright, trademark, or other proprietary rights notice on the Website or Features;
- Circumvent, disable or otherwise interfere with security-related features of the Website including, without limitation, any features that prevent or restrict use or copying of any content or enforce limitations on the, use of the Website or Features;
- Use an automatic device (such as a robot or spider) or manual process to copy or scrape the Website or Features for any purpose without the express written permission of WYL. Notwithstanding the foregoing, WYL grants public search engine operators permission to use automatic devices (such as robots or spiders) to copy Features from the Website for the sole purpose of creating (and only to the extent necessary to create) a searchable index of Features that is available to the public. We reserve the right to revoke this permission (generally or specifically) at any time;
- Attempt to or interfere with the proper working of the Website or impair, purposely overburden, or disable the same;
- Decompile, reverse engineer, or disassemble any portion of any the Website;
- Use network-monitoring software to determine architecture of or extract usage data from the Website;
- Encourage conduct that violates any local, state or federal law, either civil or criminal, or impersonate another user, person, or entity (e.g., accessing another member’s account without permission, etc.);
- Violate U.S. export laws, including, without limitation, violations of the Export Administration Act, the Export Administration Regulations administered by the Department of Commerce and/or the International Traffic in Arms administered by the Department of State;
- Engage in any conduct that restricts or inhibits any other user from using or enjoying the Website;
- Use the Website to encourage conduct taking place offline or on other third-party websites that violates any local, state or federal law, either civil or criminal;
- Fail to remove, eliminate, resolve and/or take down any content allegedly infringing of a third-party’s rights of any kind once notice of alleged infringement by WYL has been given pursuant to the terms herein;
- Submit any User Content that amounts to, contains or advances defamatory, false and/or libelous content; and/or
- You agree to cooperate fully with WYL to investigate any suspected or actual activity that is in breach of these Terms.
- WYL HEREBY EXPRESSLY RESERVES THE RIGHT TO PREVENT ANY USER(S) FROM ACCESSING THE WEBSITE AND/OR FEATURES FOR ANY REASON, OR NO REASON, WITHIN ITS SOLE DISCRETION, AND SUCH ACCESS IS ALSO SUBJECT TO THE TERMS FOR PAYMENT REFLECTED BY PARAGRAPH II(F), ABOVE.
FEATURES & THIRD-PARTY LINKS AND/OR CONTENT
- GENERAL. YOU ACKNOWLEDGE THAT THE WEBSITE PERMITS ACCESS TO PRODUCTS, SERVICES, WEBSITES, ADVERTISEMENTS, PROMOTIONS, RECOMMENDATIONS, ADVICE, INFORMATION, AND MATERIALS CREATED AND PROVIDED BY ADVERTISERS, LANDLORDS, TENANTS, PUBLISHERS, CONTENT PARTNERS, MARKETING AGENTS, VENDORS, AND OTHER THIRD PARTIES, INCLUDING IN THE FORM OF “ADS” OFFERED BY SUCH PARTIES OR OTHER RELATED VENDORS (“THIRD-PARTY CONTENT AND SERVICES”), WHICH MAY OR MAY NOT INCLUDE CANVS.AI, HOTT SOLUTIONS, TRANSUNION, APPFOLIO, LISTHUB, AND/OR OTHERS.
- DISCLAIMER. YOU ACKNOWLEDGE THAT THE COMPANY DOES NOT INVESTIGATE, MONITOR, REPRESENT OR ENDORSE THE THIRD-PARTY CONTENT AND SERVICES (INCLUDING ANY THIRD-PARTY WEBSITES, OR OTHER SERVICES, AVAILABLE THROUGH THE WEBSITE). FURTHERMORE, YOUR ACCESS TO AND USE OF THE THIRD-PARTY CONTENT AND SERVICES IS AT YOUR SOLE DISCRETION AND RISK, AND COMPANY AND ITS AFFILIATES, PARTNERS, SUPPLIERS AND LICENSORS, SHALL HAVE NO LIABILITY TO YOU ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE THIRD- PARTY CONTENT AND SERVICES. THE COMPANY HEREBY DISCLAIMS ANY REPRESENTATION, WARRANTY, OR GUARANTY REGARDING THE THIRD-PARTY CONTENT AND SERVICES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, WARRANTIES OF HABITABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY REPRESENTATION, WARRANTY, OR GUARANTY REGARDING THE AVAILABILITY, QUALITY, RELIABILITY, FEATURES, APPROPRIATENESSS, ACCURACY, COMPLETENESS, OR LEGALITY OF THE THIRD-PARTY CONTENT AND SERVICES.
- THIRD-PARTY TERMS OF SERVICE/OTHER AGREEMENT(S).You acknowledge and agree that Your access to and use of the Third-Party Content and Services and any correspondence or business dealings between You and any Third-Party located using the Website are governed by and may require Your acceptance of the terms of service of such Third- Party, including, without limitation, any terms, privacy policies, conditions, representations, warranties or disclaimers contained therein, and that the Company may not be a party or in anyway bound by the same, nor does the Company bear any responsibility or liability related thereto. Furthermore, You acknowledge and agree that the Third-Party Content and Services and any related third-party terms of service are subject to change by the applicable Third-Party at its sole discretion and without any notice. You assume all risks arising out of or resulting from your transaction of business over the Internet and with any Third-Party, and you agree that Company and its affiliates, partners, suppliers and licensors, are not responsible or liable for any loss or result of the presence of information about or links to such advertisers or service providers. Furthermore, You acknowledge and agree that You are not being granted a license to: (i) the Third-Party Content and Services; (ii) any products, services, processes or technology described in or offered by the Third- Party Content and Services; or (iii) any copyright, trademark, patent or other intellectual property right in the Third-Party Content or Services or any products, services, processes or technology described or offered therein.
- THIRD-PARTY SOFTWARE. The Websitre may utilize or include third- party software that is subject to open source and third-party license terms (“Third-Party Software”), including but not limited to functionalities, including APIs (e.g., without limitation: Canvs.ai, Hott Solutions, Transunion, Appfolio, Listhub, and/or Others). You acknowledge and agree that Your right to use such Third-Party Software as part of the Website is subject to, and governed by, the terms and conditions of the open source or third-party license applicable to such Third-Party Software, including, without limitation, any applicable acknowledgements, license terms and disclaimers contained therein. In the event of a conflict between This Agreement and the terms of such open source or third-party licenses, the terms of the open source or third-party licenses shall control with regard to Your use of the relevant Third-Party Software, but in no way shall be Applicable to the balance of the Website not so thereby governed. In no event, shall the Website or components thereof be deemed to be “open source” or “publicly available” software as those terms may be in common usage in similar scenarios.
- THIRD-PARTY PAYMENT PROCESSING.The processing of payments, if available on the Website, made on the Website may be handled by a third- party, such Apple Pay, Google Pay and Stripe, Inc., or otherwise. Said third-party payment processor may have its own terms of service or other agreements with which you must agree before making payment online and/or may be agreeing to tacitly by making and/or receiving payment online. By accepting this Agreement, you specifically agree that the processing of payments is handled by a third-party other than the Company and is subject to the Indemnifications and Limitation of Liability reflected below.
- RELIANCE ON INFORMATION.In all instances, it is your responsibility to evaluate the accuracy, timeliness, completeness, or usefulness of the Website, information stored on or accessible by the Website, and Third- Party Content and Services. Under no circumstances will the Company be liable for any loss, claim, or damage caused by your reliance of the Website, information stored on or accessible by the Website, and Third- Party Content and Services
- ENDORSEMENTS.You acknowledge and agree that the provision of access to any Third-Party Content and Service shall not constitute or imply any endorsement by the Company or its affiliates, of such Third-Party Content and Services. The Company reserves the right to restrict or deny access to any Third-Party Content and Services otherwise accessible through the Website, although the Company has no obligation to restrict or deny access even if requested by You. The Company does not, nor shall any actions hereinafter taken, except for any written material that expressly waives this provision executed by the Company, endorse, warrant, or guarantee, nor shall the Company be responsible in any way for, the accuracy, timeliness, completeness, or reliability of any opinion, advice, or statement made on the Website by anyone other than authorized employees of the Company, or spokespersons acting in their official capacities with actual agency authority.
- INAPPROPRIATE MATERIALS.You understand that by accessing and using the Third-Party Content and Services that You may encounter information, materials and subject matter: (i) that You or others may deem offensive, indecent, or objectionable; (ii) which may or may not be identified as having explicit language; and (iii) that automatically and unintentionally appears in search results, as a link or reference to objectionable material. Notwithstanding the foregoing, You agree to use the Third-Party Content and Services at Your sole risk and that Company and its affiliates, partners, suppliers and licensors shall have no liability to You for information, material or subject matter that is found to be offensive, indecent, or objectionable.
- USE OF THIRD-PARTY CONTENT AND SERVICES.You agree that the Third-Party Content and Services contain proprietary information and material that is owned by Company and its affiliates, partners, suppliers and licensors and is protected by applicable intellectual property and other laws, including, without limitation, pursuant to copyright, and that You will not use such proprietary information or materials in any way whatsoever except for permitted use of the Third-Party Content and Services. No portion of the Third-Party Content and Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Third- Party Content and Services, in any manner, and You shall not exploit the Third-Party Content and Services in any unauthorized way whatsoever, including, without limitation, by trespass or burdening network capacity. You agree that You will not use any Third-Party Content and Services in a manner that would infringe or violate the rights of any other party, and that Company is not in any way responsible for any such use by You.
LIABILITY OF USERS.
You are solely responsible for any and all complaints, claims, causes of action, and/or lawsuits by anyone caused by or arising out of Your breach of this Agreement and/or Your use of the Website and/or User-Generated Content. You shall indemnify, defend, reimburse, and hold harmless the Company for any and all such liability to the extent permitted by law and in accordance with this Agreement.
ACTIONS BY THE COMPANY.
If the Company has reason to believe that You have engaged in any activities restricted by this Agreement, or any activities similar to the spirit and intent of such restrictions, or are in derogation of any responsibilities that You may have hereunder, then the Company may take various actions to protect the Company, other Users, and third-parties’ claims, fees, fines, penalties, and any other liability. The actions we may take include, but are not limited to the following, and the Company does not hereby waive any other rights or remedies it may have:
- The Company may terminate, close, suspend, or limit Your access to the Website in whole or in part;
- The Company may contact Third-Parties, Your bank or credit card issuer, other Users, and/or law enforcement, as deemed appropriate in the Company’s sole discretion;
- The Company may, without notice to You, update inaccurate information You provided;
- The Company may refuse to provide an account, access to the Website, or any other Feature or services to You in the future; and/or
- The Company may take legal action against you.
ACTIONS BY OTHER THIRD-PARTIES.
YOU ARE RESPONSIBLE FOR THIRD-PARTY COMPLAINTS CAUSED BY OR ARISING OUT OF YOUR BREACH OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, FOR ALLEGATIONS THAT YOUR USER CONTENT IS DEFAMATORY, FALSE OR LIBELOUS, AS SET FORTH HEREIN, AND/OR YOUR USE OF THE WEBSITE AND/OR USER-GENERATED CONTENT. YOU AGREE TO INDEMNIFY, REIMBURSE, DEFEND, HOLD HARMLESS THE COMPANY FOR ANY AND ALL SUCH LIABILITY.
YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS THE COMPANY, AND ITS EMPLOYEES, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES, AND THEIR RELATED COMPANIES, FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, LOSSES, DAMAGES, OBLIGATIONS, COSTS AND EXPENSES (INCLUDING ACTUAL ATTORNEYS’ FEES AND COSTS INCURRED) ARISING OUT OF, RELATED TO, OR THAT MAY ARISE IN CONNECTION WITH:
- YOUR ACCESS TO OR USE OF THE WEBSITE;
- USER-GENERATED CONTENT PROVIDED BY YOU OR THROUGH USE OF YOUR ACCOUNT, THAT INTERACTS WITH THE WEBSITE'S DATABASES;
- ANY ACTUAL OR ALLEGED VIOLATION OR BREACH BY YOU OF THIS AGREEMENT;
- ANY ACTUAL OR ALLEGED BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT THAT YOU HAVE MADE TO THE COMPANY;
- YOUR ACTS OR OMISSIONS;
- LOSS OF OR DAMAGE TO USER-GENERATED CONTENT FOR ANY REASON.
YOU AGREE TO COOPERATE FULLY WITH THE COMPANY IN THE DEFENSE OF ANY CLAIM THAT IS THE SUBJECT OF YOUR OBLIGATIONS HEREUNDER, AND YOU HEREBY ACCEPT THE PROVISIONS OF THIS AGREEMENT IN FULL.
YOU EXPRESSLY AGREE THAT USE OF THE WESBITE IS AT YOUR SOLE RISK. THE WESBITE AND ANY SERVICES OR CONTENT RELATED THERETO, INCLUDING THIRD-PARTY CONTENT AND SERVICES, AND USER-GENERATED CONTENT, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE COMPANY DISCLAIMS ANY AND ALL WARRANTIES INCLUDING ANY:
- WARRANTIES THAT THE WESBITE WILL MEET YOUR REQUIREMENTS;
- WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, SECURITY, USEFULNESS, TIMELINESS, OR INFORMATIONAL CONTENT OF THE WESBITE, AND ANY SERVICES OR CONTENT RELATED THERETO, INCLUDING THIRD-PARTY CONTENT AND SERVICES, AND USER-GENERATED CONTENT
- WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE;
- WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON OUR WEBSITE
- WARRANTIES CONCERNING THE ACCURACY OR RELIABILITY OF THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WESBITE;
- WARRANTIES THAT YOUR USE OF THE WESBITE WILL BE SECURE OR UNINTERRUPTED; AND
- WARRANTIES THAT ERRORS IN THE WEBSITE’S CODING WILL BE CORRECTED.
LIMITATIONS ON LIABILITY
- UNDER NO CIRCUMSTANCES SHALL WYL, AND ITS EMPLOYEES, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES AND THEIR RELATED COMPANIES BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH THE WEBSITE AND/OR THE FEATURES AND/OR THESE TERMS. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE WEBSITE INCLUDING, WITHOUT LIMITATION, THE FEATURES IS TO STOP USING THE WEBSITE. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF SERVICES OR PRODUCTS RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH ANY OF THE WEBSITE OR ANY LINKS ON THE WEBSITE, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH ANY OF THE WEBSITE OR ANY LINKS ON THE WEBSITE. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY CONTENT POSTED BY A THIRD-PARTY OR CONDUCT OF A THIRD-PARTY ON THE WEBSITE.
- NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE CUMULATIVE LIABILITY OF THE COMPANY AND ITS EMPLOYEES, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES AND THEIR RELATED COMPANIES EXCEED TEN U.S. DOLLARS ($10.00).
- YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO YOUR USE OF THE WEBSITE, OR IN ANY WAY RELATED TO THIS AGREEMENT, MUST BE FILED WITHIN SIX (6) MONTHS AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR SUCH CLAIM WILL BE FOREVER BARRED
- IN SOME JURISDICTIONS LIMITATIONS OF LIABILITY ARE NOT PERMITTED. IN SUCH JURISDICTIONS, SOME OF THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU. NOTWITHSTANDING, THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
- Disputes involving WYL.In the event that a lawsuit is filed, or a claim is made and demanded, by You, or on Your behalf in any form whatsoever, against a User of the Website, and the Company needs to seek legal counsel for any involvement in the matter, You or Your legal representative shall pay for all legal fees incurred by the Company relating thereto. In such matters, and in any other matter in which You are liable to the Company for payment of attorneys’ fees, as set forth herein, or otherwise permitted by law, nothing contained in this Agreement, including this clause, shall in any way limit the Company's right to hire legal counsel of its choice.
- Pre-Arbitration Dispute Resolution. The Company is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing us at email@example.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice should be sent to firstname.lastname@example.org (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If the Company and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or the Company may commence an arbitration proceeding.
- Prohibition of Class and Representative Actions and Non-Individualized Relief. YOU AND THE COMPANY AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND THE COMPANY AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S).
- In the event that a lawsuit is filed, or a claim is made and demanded, by You, or on Your behalf in any form whatsoever, against a User of the Website, and the Company needs to seek legal counsel for any involvement in the matter, You or Your legal representative shall pay for all legal fees incurred by the Company relating thereto. In such matters, and in any other matter in which You are liable to the Company for payment of attorneys’ fees, as set forth herein, or otherwise permitted by law, nothing contained in this Agreement, including this clause, shall in any way limit the Company's right to hire legal counsel of its choice.
- We reserve the right in our sole discretion and at any time to terminate or suspend your Account and/or block your access to the Website for any reason including, without limitation if you have failed to comply with the letter and spirit of these Terms. You agree that WYL shall not be liable to you or any third party for any termination or suspension of your Account or for blocking your access to the Website and/or Features and/or any User Content that may reside there.
- If you become a registered user, you may terminate your Account at any time by accessing your Account and deleting it. Before any Account may be deleted, any outstanding charges issued against the Account must be paid.
- Any suspension or termination shall not affect your obligations to us under these Terms. The provisions of these Terms, which by their nature should survive the suspension or termination of your Account or these Terms shall survive including, but not limited to the rights and licenses that you have granted hereunder, indemnities, releases, disclaimers, limitations on liability, and provisions related to choice of law.
CHOICE OF LAW; FORUM
THIS AGREEMENT, THE WEBSITE, AND/OR ANY DISPUTE ARISING THEREFROM SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA. THE PARTIES WAIVE ANY OTHER VENUE TO WHICH EITHER PARTY MIGHT BE ENTITLED BY DOMICILE OR OTHERWISE. THE COMPANY MAKES NO REPRESENTATION THAT MATERIALS ON THE WEBSITE ARE APPROPRIATE OR AVAILABLE FOR USE IN OTHER LOCATIONS. WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATED TO THIS GRANT OF A LICENSE, OR THIS AGREEMENT, YOU HEREBY AGREE THAT ALL DISPUTES ARISING OR TOUCHING THIS AGREEMENT SHALL PROMPTLY BE SUBMITTED TO ARBITRATION IN PHILADELPHIA, PENNSYLVANIA, BEFORE ONE ARBITRATOR IN ACCORDANCE WITH THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION. THE ARBITRATOR MAY ASSESS COSTS IN FAVOR OF THE COMPANY ONLY, INCLUDING ATTORNEYS' FEES ACTUALLY INCURRED, IN SUCH MANNER AS THE ARBITRATOR DEEMS FAIR AND EQUITABLE. THE AWARD OF THE ARBITRATOR SHALL BE FINAL AND BINDING UPON ALL PARTIES, AND JUDGMENT UPON THE AWARD MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION. THE PARTIES HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN CONNECTION WITH ANY DISPUTE ARISING OUT OF THIS AGREEMENT, THE WEBSITE, AND/OR ANY DISPUTE ARISING THEREFROM.
AMENDMENT; ADDITIONAL TERMS
- We reserve the right in our sole discretion and at any time and for any reason, to modify or discontinue any aspect or feature of the Website or to modify these Terms.
- In addition, we reserve the right to provide you with operating rules or Additional Terms that may govern your use of the Website generally, unique parts of the Website, or both (“Additional Terms”). Any Additional Terms that we may provide to you will be incorporated by reference into these Terms. To the extent any Additional Terms conflict with these Terms, the Additional Terms will control.
- Modifications to these Terms or Additional Terms will be effective immediately upon notice, either by posting on the Website or by notification by email or conventional mail. It is your responsibility to review these Terms and the Website from time to time for any changes or Additional Terms. Your access and use of any the Website following any modification of these Terms or the provision of Additional Terms will signify your assent to and acceptance of the same. If you object to any subsequent revision to the Terms or to any Additional Terms, you may terminate your Account or, if you do not have an Account, your only recourse is to immediately discontinue use of the Website.
- Any delay or failure on the part of us to exercise or enforce any rights under these Terms to which we may be entitled shall not, in any event, be construed as a waiver of the right and privilege to do so at any subsequent time. You irrevocably agree that you waive any and all rights to injunctive or other equitable relief. The section headings used herein are for convenience only and shall not be given any legal import. If any provision of these Terms is held to be invalid or unenforceable, the invalidity of such provision shall not affect the validity of the remaining provisions of the Terms, which shall remain in full force and effect.
- You may not assign these Terms or assign any rights or delegate any obligations hereunder, in whole or in part, without our prior written consent. Any such purported assignment or delegation by you without the appropriate prior written consent will be null and void and of no force and effect. WYL reserves the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time.
- Notices.Except as otherwise set forth herein, notices made by us to you under these Terms that affect our customers generally (e.g., notices of Additional Terms, etc.) will be posted on the Website. Notices made by us under these Terms for you or your Account specifically (e.g., notices of breach and/or suspension) will be provided to you via the email address provided to us in your registration for the Account or in any updated e-mail address you provide to us in accordance with standard account information update procedures we may provide from time to time. It is your responsibility to keep your email address current and you will be deemed to have received any email sent to any such email address, upon our sending of the email, whether or not you actually receive the email. For notices made by you to us under these Terms and for questions regarding these Terms or the Services, you may contact Terms as follows: Whoseyourlandlord, Inc. , ATTN: LEGAL, 1 Seneca St., Buffalo, NY 14210 and email@example.com.
All communications and notices to be made or given pursuant to these Terms shall be in the English language.
- Relationship. Nothing contained in these Terms shall be deemed to constitute either party a partner, joint venturer or employee of the other party for any purpose.
- Force Majeure. WYL shall not be liable for any default, delay in the performance of any of its obligations under these Terms or your inability to access the Website and/or Features and/or User Content if such default or delay is caused, directly or indirectly, by forces beyond WYL's reasonable control, including, without limitation, fire, flood, acts of God, labor disputes, accidents, acts of war or terrorism, interruptions of transportation or communications (including third party integrations related to social media, server malfunctions, or any other mechanical, electronic, or communication error), power outages, supply shortages or the failure of any third party to perform any commitment relating to the production or delivery of any equipment or material required for WYL to perform its obligations hereunder.The parties have specifically considered force majeure scenarios—including, but not limited to, pandemic, civil unrest and/or governmental action—and agreed that such shall excuse the Company from performance under this Agreement.
- Attorney’s Fees.In any dispute arising out of or related to these Terms, WYL shall have the right to collect from the other party its reasonable attorney fees and costs and necessary expenditures and such punitive and/or liquidated damages as the arbitrator deems appropriate and just.
- Complaints.Any complaints or comments regarding the Website should be directed to the Company at: firstname.lastname@example.org.
These Terms were last revised on April 4, 2023.